Terms and Conditions

MYDEX – TERMS FOR MEMBERS

These terms explain how we, Mydex, allow you, a Member to use our Services to manage your relationships with your Connections by granting them access to your Data through our Services. Please read these terms carefully before using our Services. By using our Services, you indicate that you accept these terms. In accordance with our Charter, we will not share your Data without your permission. In this Agreement: words shown in bold have the meanings set out in our glossary "including" means "including without limitation" and similar expressions shall be construed accordingly we, us and our will refer to Mydex you, your and yours will refer to you, the Member.

1. ABOUT US, OUR SERVICES AND THESE TERMS

Our Services and http://mydex.org, http://www.mydex.org, and https://pds.mydex.org are operated by Mydex Data Services Community Interest Company. We are registered in Scotland under company number SC319767and have our registered office at Summit House, 4-5 Mitchell Street, Edinburgh, EH6 7BD. Contact us: If you have any questions, or need support for your use of our Services, you can contact us in a number of ways. See membersupport@mydex.org for more details. Our Services: Our Services give you the tools to manage your Data and control who you allow to access it. Our Services are provided free of charge to Members. We charge fees to Connections who wish to use our Services and access Data. Your Data is stored by us or a Certified PDS Provider in an encrypted form that neither we nor the Certified PDS Provider can read. In accordance with our terms, the Permissions granted by you and our Charter, we shall allow your Connections to access specific attributes of your Data to the extent agreed by you under a Data Sharing Agreement. For these purposes, Mydex itself will be your first Connection. Application Providers may provide technical services to assist Connections, or they may themselves become one of your Connections to enhance your use of our Services. If an Application Provider becomes a Connection, it will be enter into a Data sharing Agreement with you. Changes to these terms: From time to time we may be required to make changes to these terms to reflect changes in relevant laws and/or regulatory requirements. We may also revise these terms to reflect changes in market conditions affecting our business, changes in technology or our business model, and changes in our systems. Wherever reasonably possible we will consult with you prior to making any changes that (in our reasonable opinion) will affect your use of our Services by publishing a consultation paper on our Site inviting responses. We will give you as much notice as reasonably possible that our terms are changing, either by e-mail or using other forms of communication agreed between us from time to time. We will also update this web page to reflect any changes we make. We ask that you check this page from time to time to take notice of any changes, as they may be binding on you. If you don't agree to a change, you can stop using our Services before the change comes into effect by closing your Account. All Members should note sections 3 and 9, which give important information on the limits of our Services, our liability to you and your liability to us.

2. YOUR STATUS

By registering to use our Services, you confirm that:

● you are legally capable of entering into binding contracts; and ● you are at least 18 years old. If you are registering to use our Services on behalf of another person, you confirm that you are duly authorised to do so (through a power of attorney or, in the case of minors, because you are that person's legal guardian or parent) and agree to provide us with such evidence as we may reasonably request for the purpose of establishing your authority. If you are acting on behalf of a minor you confirm that, to the extent he or she is able to give permission to you to use the Services on his or her behalf, such permission has been granted. You undertake to cease using our Services on behalf of such other person immediately should such authorisation cease or be revoked.

3. ACCESSING AND USING OUR SERVICES

Access & registration: In order to use our Services, you will need to create an Account. Once you have created an Account, we will send you login instructions by e-mail and you will then be able to access: Create a username (your unique MydexID) Decide on a Password Provide an initial e-mail address Select a PIN or Passphrase (this is the key to your PDS) Accept the Mydex Terms for Members (this Agreement) and enter into a Data Sharing Agreement with Mydex for the purposes of providing the Services and managing our relationship with you Follow the log-in instructions in we send to your registered e-mail address to confirm the creation of your Account Access your PDS using your MydexID, Password and PIN or Passphrase Start using, exploring, populating and connecting. Use of your Account and security: You are responsible for all use of your security details and your Account. You must treat your MydexID, Password, PIN/Passphrase and any other security details as confidential and not disclose them to any other person. You must also take all reasonable precautions to prevent unauthorised access to your Account. For security purposes, Mydex provides two factor authentication. We operate a Password reset system, but we cannot recover or reset your PIN or Passphrase so we strongly recommend you keep a secure record of your MydexID, Password, and PIN or Passphrase. We have the right to suspend or close any Account with us and terminate your right to use our Services, if (in our opinion) you have failed materially to comply with any part of these terms, and as set out in sections 7 and 8. Before exercising any right of suspension or closure we will, where we consider it appropriate, provide you with an opportunity to make representations.

4. USE OF YOUR DATA

Ownership: The Data you store in your PDS belongs to you, and you alone determine who can access your Data. Every Connection must observe our Charter, which sets out the principles behind Mydex including the use of your Data. Your Data will be stored securely in your PDS in an encrypted format. In section 5 below, we explain further how we handle your Data. Permissions: Our Services allow you to grant your Connections access to your Data so that they can provide Connection Services to you. Before your Data can be shared with a Connection, you must enter into a Data Sharing Agreement with that Connection granting them Permissions. By entering into a Data Sharing Agreement, you grant us permission to allow the relevant Connection to access specific attributes of your Data to the extent set out in the relevant Data Sharing Agreement. You can grant different Permissions to each of your Connections. Permissions can be amended or revoked by you at any time, although your use of the service provided by the relevant Connection may be affected (e.g. if they are unable to provide Connection Services without using certain Data). You can view the latest version of the Mydex Data Sharing Agreement, in which the Permissions granted to your Connections will be set out, here. Shared Data: If another Member shares Data with you, you undertake only to use that Member's Data for the purpose for which it was shared with you or otherwise with the explicit permission of that Member. Payment and charges for Data and Applications: You may charge a fee, or a Connection may offer you a fee, for agreeing to use an Application or for the use of your Data for one or more specific purposes that will be defined in the Data Sharing Agreement. The price payable may be set by you or by the Connection. Application Providers may charge for the use of their Application. Mydex will charge a small percentage-based administration fee to the Connection for any payments made by or to them. Further details on payments and charges can be found in our FAQs. Compliance: The Data Sharing Agreement is between you and the relevant Connection. However, if a Connection breaches its Data Sharing Agreement with you or any of our other Members, it will also be in breach of its separate agreement with us. Where we are aware of breach of a Data Sharing Agreement by a Connection we may terminate that Connection's right to use our Services or otherwise exercise our rights under its agreement with us. Availability: We will do our best to ensure that our systems are available at all times. However, we cannot guarantee or be held responsible for the availability (or continued availability) of any Data.

5. SECURING YOUR DATA IN YOUR PDS

The Data you store in your PDS is encrypted. Neither we nor any Certified PDS Provider can read the encrypted file, even when we are allowing your Connections to access your Data, and we shall only ever allow access to your Data in accordance with your instructions. We are unable to restore your access to your Data in the event that you lose or forget your PIN or Passphrase. Please see our FAQs for more information on this important security aspect of your PDS. We undertake that in storing your Data in your PDS: ● we shall hold your Data only in compliance with your instructions from time to time and this Agreement. If for any reason we cannot provide such compliance, we shall inform you promptly in writing of our inability to comply, and you shall be entitled to suspend your Account ● we have appropriate technical and organisational measures in place to safeguard against any unauthorised or unlawful use and against accidental loss or destruction of, or damage to, your Data, and shall ensure that such measures provide a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage of your Data ● those of our employees or of our sub-contractors (such as our hosting platform) who we rely on to protect your Data have first been trained in the law of data protection and in the care and handling of Data ● we shall handle your Data in accordance with the laws of the United Kingdom and/or any other guidelines that are recommended, endorsed or approved by the Information Commissioner in so far as they are relevant to our Services ● we shall deal promptly and properly with all enquiries from you relating to your Data ● we shall promptly notify you about any accidental or unauthorised access which may affect your Data ● we shall not disclose any Data to a third party in any circumstances except with your specific prior written consent or where we do so under any statutory requirement, in which case we shall use reasonable endeavours to advise you in advance of such disclosure and in any event immediately thereafter unless we are obliged by law not to do so ● we shall only store your PDS in the country you select and will not process it outside that country without your prior written consent. where you enter into a Data Sharing Agreement with a Connection which is established in another country, you agree to us transferring your Data to that country in accordance with the terms of the Data Sharing Agreement. You have the right to download and export your Data from your PDS at any time. It is your responsibility to store Data downloaded from your PDS securely and to take appropriate steps to protect it.

6. INTELLECTUAL PROPERTY RIGHTS

Our Site and our Services: We are the owner or the licensee of all intellectual property rights on our Site, in the material published on our Site and to our Services. Those works are protected by copyright laws and treaties around the world. All rights not granted to you in these terms are reserved. We confirm that we have all the rights in relation to our Site and our Services that are necessary to grant all the rights we purport to grant to you under these terms. If this proves to be untrue, your exclusive remedy shall be as follows: we shall defend you against any claim that our Site or our Services infringe any patent, copyright, trade mark, database right or right of confidentiality, subsisting or registered (as applicable) in the United Kingdom, and reimburse you for any damages finally awarded against you at court (or under a court approved settlement) in respect of such a claim, provided that: (i) we are notified of any such claim being intimated within 10 days of you first becoming aware of it; (ii) we are given sole authority to defend or settle the claim; (iii) you provide reasonable co-operation to us in the defence and settlement of such claim; and (iv) you use your best endeavours to minimise our liability in respect of the claim including by not using the allegedly infringing parts of our Site and our Services. In the event of such a claim arising, or we believe that our Services may infringe the intellectual property rights of another person, we may: (i) modify our Services so as to no longer infringe those rights; (ii) obtain a licence from that other person for the continued use of our Services as envisaged by these terms; or (iii) close your Account and refund you any prepaid fees in respect of our Services that you have not used as at the date of closure. Your Data: Data that you input through our Services shall belong to you, but in order for us to provide you with our Services you permit us a royalty-free, worldwide, irrevocable, perpetual licence to use and display that encrypted Data in whatever way we deem necessary for the provision of our Services to you in accordance with the Permissions you have set and otherwise in accordance with these terms. Nothing in this section shall grant us access to your Data in unencrypted form. You are responsible for making sure that you have all rights in the Data that you input as are necessary for you to grant us the foregoing licence. Trade Marks: “Mydex” and the Mydex logo are both trade marks of Mydex. “Mydex” is registered with the UK Intellectual Property Office under registration number 2490476.

7. SUSPENSION AND INTERRUPTION

Suspension: We may suspend access to or the use of any portion or all of our Site or our Services at any time if we decide that: ● your or another Member's use of our Site or our Services (i) poses a security risk to us, you, or another person, (ii) may adversely impact our Site, our Services, the Data, the Data Subjects, you, or any other person, or (iii) may cause us, you, or any other person to incur a liability ● you are in breach of these terms ● it is required by law. If we suspend your right to access or use any portion or all of our Site or our Services, we will reinstate your Account once we are satisfied that the circumstances causing the suspension have passed. Our right to suspend is in addition to our right to close your Account. Interruption outside of our control: we will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations that is caused by events outside our reasonable control. This includes any act, event, non-happening, omission or accident such as: strikes, lock-outs or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; impossibility of the use of public or private telecommunications networks (including the internet); the acts, decrees, legislation, regulations or restrictions of any government; and the effects of any denial or service attack, virus or other malicious action against our systems.

8. CLOSING YOUR ACCOUNT

Closure by You: you can close your Account with us at any time through your online Account interface. Once you close your Account, the agreement between you and us for the provision of our Services to that Account, and your use of our Services, will end. Closure by us: we can close your Account: ● by giving you notice, the period of which shall be set out in the notice but which shall never be less than 12 days (save where required by law - see section 1 above) ● immediately, if: ○ we can suspend, or have suspended your Account, under section 7 as a result of circumstances caused by your actions or omissions ○ you cause us to incur liability to another person ○ our relationship with a third party who provides software or other technology we use to provide our Site or our Services ends or requires us to substantially change our Site or our Services ○ we believe that continuing to providing our Site or our Services is likely to create a substantial economic or technical burden or material security risk for us ○ we believe that your use of our Site or our Services has brought us, or may bring us, into disrepute ○ if we determine use of our Site or our Services by you has become impractical or unfeasible for any legal or regulatory reason ○ if you are in breach (be it material breach or any other breach) of these terms or a Data Sharing Agreement ○ if your Account is inactive for longer than three months, where inactive means that neither you nor any of your Connections has accessed your Data during that period. Effect of closing your Account: We will archive your Data after your Account is closed, and you and your Connections will no longer be able to access your Data. You will be able to retrieve your Data for up to six months if you decide to reactivate your Account. We may charge a fee for this service. If you do not reactive your Account within this period, we will delete your Data and it will not be recoverable. We will not be responsible to you for any Data that you are subsequently unable to access or retrieve when your Account closes.

9. YOUR LIABILITY TO US, AND LIMITS ON OUR LIABILITY TO YOU

Our total maximum aggregate liability to you for all matters arising out of or in connection to our Site and our Services will be limited to £500. The use of your Data by Connections is governed by the relevant Data Sharing Agreement between you and the relevant Connection. We have no liability or responsibility in respect of the use of your Data. Your rights of recourse are against the user of the Data, not us, and we will support your exercise of those rights as fully as possible. The material displayed on our Site or through our Services is provided without any guarantees, conditions or warranties as to its accuracy. Our Site, our Services and the Data, are provided 'AS IS'. We do not promise that our Site or our Services will be uninterrupted, error-free or completely secure. You have certain rights under the law which are not affected by this section 9. In particular, nothing in this section will limit or exclude our liability for death or personal injury arising from our negligence, or under section 2 of the Supply of Goods and Services Act 1982, or for fraudulent misrepresentation or misrepresentation as to a fundamental matter. To the extent permitted by law: ● we exclude responsibility for results obtained from the use of our Site or our Services and for conclusions drawn from such use ● we exclude all conditions, warranties and other terms that might be implied by law ● neither you nor we will be liable to the other for any indirect loss or damage ● we exclude all liability for your loss of income or revenue or business, loss of profits or contracts, loss of anticipated savings, loss or corruption of data, loss of goodwill or reputation, amounts you pay or owe to your customers or to your affiliates, wasted internal costs or wasted management or office time, in each case, whether caused by a civil wrong (including negligence), breach of contract or otherwise, even if foreseeable, provided that the above shall not prevent claims for damage to tangible property or for direct financial loss that is not excluded by any of the categories set out above. We will not be liable if we are unable to provide our Site or our Services for any reason that is outside of our reasonable control. Use of our Services for any time critical or business critical purposes is at your own risk. You must comply with all applicable laws and regulations of the country in which you are based. We will not be liable for any breach by you of any such laws, whether or not it is caused by our Site, our Services, or the Data. You shall defend us against any claim against us alleging that your use of our Site or our Services in breach of these terms infringes the intellectual property rights or other rights of any other person or is in breach of the applicable law, and reimburse us for any costs incurred or damages awarded against us (or agreed in settlement) in respect of such a claim. If such a claim is brought against us we will notify you of it promptly (and where we can, within 30 days of first becoming aware of it) and you must give us reasonable co-operation in the defence and settlement of such claim.

10. GENERAL

Communications: The terms are in English, and any contract and other communication between you and us shall be in English. The law requires that some of the information or communications we send to you is in writing. You accept that communication with us will be mainly electronic, through our Site or by e-mail, and that this constitutes written communication. When contacting you we will use your contact information in accordance with the Data Sharing Agreement between us. Any official communication or notice from you to us should be sent to us at the e-mail address or postal address shown in our contact details or via your Account using our secure messaging service. Entire agreement: These terms and the Data Sharing Agreement between us: (i) set out the entire agreement between you and us regarding our Site and our Services; and (ii) supersede all previous or contemporaneous representations, agreements or communications between you and us regarding our Site or our Services. For the avoidance of doubt, neither the Charter nor the FAQs form part of these terms. We will not be bound by any obligation, condition or other provision that is different from or in addition to those set out in these terms unless authorised by one of our directors and specifically stated to be a variation to these terms. You agree that any purchase of our Services is not contingent upon any future functionality or features. Invalid terms: If any part of these terms is found to be invalid or unenforceable, the remainder of the terms shall not be affected. Third parties: A person who is not party to these terms shall not have any rights under or in connection with them, under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Transfer of rights and obligations: The contract between you and us (as set out in these terms) is binding on you and us and on our respective successors and assignees. You may not transfer, assign, charge or otherwise dispose of your contract with us, or any of your rights or obligations arising under it, without our prior written approval. We may not transfer, assign, charge, sub-contract or otherwise dispose of our contract with you, or any of our rights or obligations arising under it except as part of a re-organisation of Mydex, or to another Community Interest Company which subscribes to principles which are substantially similar to our Charter. In addition, if we are wound up, our assets must be transferred to another, similar, body. Delays in enforcement: If we fail to insist upon strict performance of any of your obligations, or if we fail to exercise any of our rights or remedies, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations. Laws and disputes: These terms, the formation of the contract between us, use of our Site, use of our Services and any dispute or claim arising out of any of them (including non-contractual disputes or claims), are governed by the laws of England. All disputes between us shall be decided only by the courts within the United Kingdom, except that we may enforce any judgement anywhere in the world where you may have assets or be located. Version 1.0 - April 2012